LifeCore Biomedical Files 8-K: Equity Sales & Officer Changes
Ticker: LFCR · Form: 8-K · Filed: May 22, 2024 · CIK: 1005286
| Field | Detail |
|---|---|
| Company | Lifecore Biomedical, Inc. \De\ (LFCR) |
| Form Type | 8-K |
| Filed Date | May 22, 2024 |
| Risk Level | low |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $7.50, $35.00 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-action, equity-sale, personnel-change
Related Tickers: LNDC
TL;DR
LifeCore Biomedical filed an 8-K for equity sales and director changes. No major financial news.
AI Summary
LifeCore Biomedical, Inc. reported on May 19, 2024, regarding unregistered sales of equity securities and changes in directors and officers. The company also filed financial statements and exhibits. This filing follows a name change from Landec Corp on December 22, 1995.
Why It Matters
This 8-K filing provides updates on corporate actions including equity sales and personnel changes, which can impact investor confidence and the company's strategic direction.
Risk Assessment
Risk Level: low — The filing primarily concerns routine corporate disclosures and does not indicate significant financial distress or major strategic shifts.
Key Players & Entities
- LIFECORE BIOMEDICAL, INC. (company) — Registrant
- May 19, 2024 (date) — Date of earliest event reported
- Landec Corp (company) — Former company name
- December 22, 1995 (date) — Date of name change
- 3515 Lyman Boulevard, Chaska, Minnesota 55318 (address) — Principal executive offices
FAQ
What specific type of equity securities were sold unregistered?
The filing mentions 'Unregistered Sales of Equity Securities' as an item, but does not provide specific details on the type or amount of securities sold in this excerpt.
What were the key changes in directors or officers reported?
The filing lists 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' as an item, but specific names and roles are not detailed in this excerpt.
When did LifeCore Biomedical change its name from Landec Corp?
LifeCore Biomedical, Inc. changed its name from Landec Corp on December 22, 1995.
What is the principal executive office address for LifeCore Biomedical, Inc.?
The principal executive office is located at 3515 Lyman Boulevard, Chaska, Minnesota 55318.
What is the SIC code for LifeCore Biomedical, Inc.?
The Standard Industrial Classification (SIC) code for LifeCore Biomedical, Inc. is 2834, which corresponds to Pharmaceutical Preparations.
Filing Stats: 1,661 words · 7 min read · ~6 pages · Grade level 11.1 · Accepted 2024-05-22 16:30:08
Key Financial Figures
- $7.50 — compared to a range of ten prices from $7.50 per share to $35.00 per share. The Perf
- $35.00 — e of ten prices from $7.50 per share to $35.00 per share. The Performance Price is the
Filing Documents
- lndc-20240519.htm (8-K) — 40KB
- exhibit101lifecorersuaward.htm (EX-10.1) — 29KB
- exhibit102lifecorepsuaward.htm (EX-10.2) — 49KB
- exhibit103lifecoreparticip.htm (EX-10.3) — 10KB
- image_0.jpg (GRAPHIC) — 55KB
- 0001005286-24-000071.txt ( ) — 350KB
- lndc-20240519.xsd (EX-101.SCH) — 2KB
- lndc-20240519_lab.xml (EX-101.LAB) — 21KB
- lndc-20240519_pre.xml (EX-101.PRE) — 12KB
- lndc-20240519_htm.xml (XML) — 3KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. As described in Item 5.02 below, on May 20, 2024, Lifecore Biomedical, Inc. (the "Company") issued a restricted stock unit ("RSU") award with respect to 525,000 shares of its common stock and a performance stock unit ("PSU") award for up to 1,500,000 shares of its common stock to Paul Josephs under the Company's Equity Inducement Plan adopted on March 20, 2024. The RSU award and PSU award were granted in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The securities have not been registered under the Securities Act, and may not be offered or sold without registration or an applicable exemption from registration requirements. The information set forth below in Item 5.02 with respect to the Company's grants of these inducement awards to Mr. Josephs are incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective May 19, 2024, James G. Hall resigned as a director of the Company and ceased serving as the Company's President and Chief Executive Officer. On May 20, 2024, Paul Josephs began serving as the Company's President and Chief Executive Officer and was elected as a director of the Company. From April 2021 to May 2024, Paul Josephs, age 58, served as the President and Chief Executive Officer of Woodstock Sterile Solutions ("WSS"), a full-service contract development and manufacturing organization ("CDMO") specializing in blow fill seal sterile technology. He also served as a member of the Board of Directors of WSS. In his role as President and Chief Executive Officer of WSS, Mr. Josephs was responsible for the overall financial performance and the leadership of WSS, which has approximately 450 employees. He led initiatives to develop and implement long-term strategic and annua
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are furnished as part of this report: Exhibit No. Description 10.1 Restricted Stock Unit Award Agreement dated May 20, 2024 to Paul Josephs under Lifecore Biomedical Inc. Equity Inducement Plan. 10.2 Performance Stock Unit Award Agreement dated May 20, 2024 to Paul Josephs under Lifecore Biomedical Inc. Equity Inducement Plan. 10.3 Participation Notice with Paul Josephs dated May 20, 2024 under the Lifecore Biomedical, Inc. Executive Change in Control Severance Plan. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 22, 2024 LIFECORE BIOMEDICAL, INC. By: /s/ John D. Morberg John D. Morberg Executive Vice President and Chief Financial Officer